The Audit Committee oversees company risks relating to financial reporting, as well as legal
and regulatory compliance matters that may have a material impact on the companys financial statements or internal controls over financial reporting. The committee, in coordination with the Governance and Corporate
Responsibility Committee, also oversees such other legal compliance matters that may have a material financial effect on the company.
To satisfy these responsibilities, the committee meets regularly with the companys chief financial officer, chief accounting
officer, director of internal audit, internal legal counsel, KPMG LLP and other members of management.
The committee receives regular reports relating to issues such as the status and findings of audits being conducted by the internal
and independent auditors, the status of material litigation and other contingent liabilities and changes in accounting requirements or practices that could affect the content or presentation of the companys financial
statements. The committee is also responsible for reviewing
any hot-line or other reports concerning accounting, internal controls or auditing matters. |
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The Governance and Corporate Responsibility Committee oversees risks relating to
board leadership and effectiveness, management and board succession planning, sustainability and environmental practices and policies (including matters relating to climate change), ethics and business practices, political
activities and other public policy matters that affect the company and its stakeholders. The committee, in coordination with the Audit Committee, also oversees legal compliance matters that may have a material financial effect
on the company. To assist the committee in discharging its
responsibilities, it works with officers of the company responsible for relevant risk areas and keeps abreast of the companys significant risk management practices and strategies for anticipating and responding to
major public policy shifts that could affect the company.
Because some of these risks could have financial elements, the board has determined that at least one member of the committee
must serve concurrently on the Audit Committee. |
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The Compensation Committee oversees risks relating to the companys compensation and benefits
systems and reviews annually policies and practices to determine whether they are reasonably likely to meet the committees objectives for executive pay and to ensure that the companys compensation practices present
no risk of a material adverse effect on the company. To assist
it in satisfying these oversight responsibilities, the committee has retained its own independent compensation consultant and meets regularly with management to understand the financial, human resources and shareholder
implications of its compensation decisions. |